Service Agreement

Effective date: January 2, 2026

This Service Agreement (this “Agreement”) is entered into as of the Effective Date by and between Sentan Inc., a corporation organized under the laws of Canada with its principal place of business in Ontario, Canada (“Sentan”), and the customer identified below (“Client”). Sentan and Client are each referred to herein as a “Party” and collectively as the “Parties.”

1. Scope of Services

Sentan will provide the AI receptionist, call handling, intake, qualification, scheduling, communication automation, and related services described in the applicable quote, proposal, order form, or onboarding documentation (the “Services”). The Services may include call answering, automated qualification workflows, lead capture, triage, booking links, escalation routing, and related operational features as configured for the Client.

The specific configuration, scripts, service coverage, escalation rules, and operational requirements will be established during onboarding and may be updated from time to time in writing by the Parties.

2. Client Responsibilities

Client agrees to:

• Provide accurate and complete information regarding its business, services, business hours, service territories, escalation contacts, and operational requirements.
• Review and approve all workflow configuration details, scripts, call routing instructions, escalation procedures, and call-handling rules before production use.
• Provide accurate contact details, scheduling links, service areas, and operational updates as reasonably necessary for the Services.
• Ensure that all use of the Services and all customer communications generated through the Services comply with applicable laws, including privacy, telemarketing, consumer protection, and call-recording requirements.
• Promptly notify Sentan of any changes that may materially affect the Services, including business hours, service locations, emergency policies, or operational contact information.

3. Term and Termination

This Agreement begins on the Effective Date and continues for the term set out in the applicable order form or subscription plan unless terminated earlier in accordance with this Agreement.

Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure the breach within ten (10) days after written notice of the breach, unless the breach is not capable of cure or requires immediate action to avoid material harm.

Upon termination or expiry, Client’s access to the Services will cease, and Sentan may disable accounts and remove related configuration, subject to applicable legal retention obligations and any requirements under a written order form.

4. Fees and Billing

Client will pay Sentan the fees set out in the applicable proposal, quote, or subscription order (the “Fees”). Fees are payable on the schedule stated therein and may be charged monthly, annually, or on such other basis as agreed in writing.

Client is responsible for any applicable taxes, duties, or government charges, excluding taxes based on Sentan’s income, which Sentan will collect as required by law.

Unpaid amounts are due upon invoice and may be subject to interest at a rate of 1.5% per month or the maximum lawful rate, whichever is lower, from the due date until paid in full.

5. Onboarding and Configuration

Sentan will configure the Services based on the information and instructions provided by Client during onboarding. Completion of onboarding depends on timely delivery of required business information, scripts, policies, integrations, and approvals.

Any changes requested by Client after onboarding may require a change order, additional fees, or additional implementation time, as determined by Sentan in writing.

6. Service Availability and Support

Sentan will provide the Services in accordance with the support, service levels, and operational commitments set out in the applicable proposal or order form, if any. Sentan may suspend or limit the Services for maintenance, security, reliability, or emergency reasons, provided that such actions are reasonable and reasonably communicated where practicable.

Sentan does not guarantee uninterrupted service or specific business outcomes, including the conversion of every call into a sale, booking, or customer interaction.

7. Data, Privacy, and Compliance

Sentan will process personal information in accordance with Sentan’s Privacy Policy and applicable law. Client is responsible for ensuring that its own collection, use, storage, disclosure, and retention of personal information and call recordings are lawful and compliant with applicable privacy, consent, and communications requirements.

Client acknowledges that Sentan may process call data, metadata, recordings, transcripts, and support-related information needed to provide the Services. Sentan will use reasonable safeguards to protect personal information, but no system is completely secure.

Client remains solely responsible for obtaining any required consent, notice, or authorization necessary for the collection, recording, processing, or use of customer information in connection with the Services.

8. Confidential Information

Each Party will protect the other Party’s confidential information with reasonable care and use it only for the purposes of this Agreement. Confidential information includes non-public information disclosed in connection with the Services, including business information, pricing, scripts, workflows, operational details, and customer-related information.

Confidential information does not include information that is publicly available, lawfully obtained from a third party without restriction, or independently developed without reference to the confidential information.

9. Intellectual Property

Sentan retains ownership of all intellectual property rights in the Services, software, platform, workflows, documentation, templates, and related materials, except for any Client-provided content or data expressly identified as owned by Client.

Client retains ownership of its business information, customer data, and other content provided to Sentan for configuration or processing, subject to the rights granted to Sentan to provide and support the Services.

10. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.

Sentan warrants that it will provide the Services using reasonable skill and care consistent with industry practice and the agreed configuration. Except as expressly stated in this Agreement, Sentan makes no other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, reliability, or uninterrupted service.

11. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party will be liable to the other for indirect, consequential, incidental, punitive, special, or remote damages, including loss of business, lost profits, reputational harm, or loss of opportunity, arising from this Agreement or the Services.

Except as otherwise required by law or expressly stated in a separate written agreement, Sentan’s aggregate liability under this Agreement will not exceed the total Fees paid by Client in the preceding twelve (12) months.

12. Indemnification

Client will defend, indemnify, and hold harmless Sentan and its affiliates, officers, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses arising out of or relating to Client’s use of the Services, its business operations, its scripts or configuration, or its failure to comply with applicable law.

Sentan will defend, indemnify, and hold harmless Client from claims that the Services materially infringe third-party intellectual property rights, to the extent such infringement is caused by Sentan’s own technology and not by Client’s configuration, data, instructions, or modifications.

13. Insurance and Risk Allocation

Each Party will maintain appropriate insurance coverage for its business operations and activities as required by applicable law and reasonable commercial practice. Sentan does not warrant that the Services eliminate all operational or business risk, and Client acknowledges that business performance, customer outcomes, and conversion results may vary.

14. Force Majeure

Neither Party will be liable for delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, weather events, severe network disruption, third-party outages, cyber incidents, labor disruptions, governmental actions, or other events outside the reasonable control of the affected Party, provided the affected Party acts reasonably to mitigate the impact.

15. Compliance and Legal Requirements

Client is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, policies, and industry standards, including any requirements relating to call recording, disclosures, privacy notices, opt-in or opt-out procedures, telemarketing, consumer protection, and business licensing.

Sentan may provide operational support and configuration assistance but does not act as Client’s legal advisor and does not guarantee that any particular workflow or customer interaction will satisfy all legal requirements in every jurisdiction.

16. Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Any dispute arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the courts located in Ontario, Canada, unless a different forum is expressly required by applicable law.

17. Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, proposals, and communications, whether oral or written, relating to the same subject matter.

If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions will remain in full force and effect, and the unenforceable provision will be replaced with a valid provision that most closely reflects the original intent.

No waiver of any breach or default will be effective unless in writing signed by the waiving Party.

18. Changes to the Agreement

Sentan may amend this Agreement from time to time to reflect material changes in Services, legal requirements, pricing, or operational practices. Client will be notified of material changes in writing and continued use of the Services after such notice constitutes acceptance of the updated terms.

19. Contact Information

The Parties may communicate with one another through the contact information set out below or in the applicable order form.

Sentan Inc.
Email: contact@sentan.ca
Phone: +1 (437) 476-6617
Ontario, Canada